8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) September 27, 2013

RealNetworks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-23137	91-1628146
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1501 First Avenue South, Suite 600

Seattle, Washington 98134

(Address of principal executive offices) (Zip code)

(206) 674-2700

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 27, 2013, the Board of Directors of RealNetworks, Inc. elected Dawn G. Lepore to serve as a member of the board. The Nominating and Corporate Governance Committee expects to make a recommendation regarding committee membership for Ms. Lepore during the company’s fourth fiscal quarter of 2013. No arrangement or understanding exists between Ms. Lepore and any other person pursuant to which she was selected as a director.

Ms. Lepore, age 59, served as interim Chief Executive Officer of Prosper Marketplace, Inc., a privately held peer-to-peer lending marketplace, from March 2012 to January 2013. She served as Chief Executive Officer and Chairman of the Board of drugstore.com, inc., a leading online provider of health, beauty, vision, and pharmacy solutions, from October 2004 until its sale to Walgreen Co. in June 2011. Prior to joining drugstore.com, Ms. Lepore spent 21 years at the Charles Schwab Corporation and Charles Schwab & Co, Inc., holding several leadership positions, most notably Vice Chairman of Technology, Active Trader, Operations, Business Strategy, and Administration, and Chief Information Officer. She also served as a member of Schwab’s executive committee and as a trustee of SchwabFunds. Ms. Lepore has served on the board of directors of AOL Inc. since October 2012 and on the board of directors of The TJX Companies, Inc. since June 2013. She also currently serves on the board of a privately held company, and previously served on the board of directors of eBay Inc., from December 1999 to January 2013, and The New York Times Company from April 2008 to June 2011. Ms. Lepore holds a B.A. degree from Smith College.

A description of the compensation payable to Ms. Lepore for her services as a director is set forth under the caption “Compensation of Directors” in RealNetworks’ definitive proxy statement dated September 21, 2012. On September 27, 2013, Ms. Lepore was awarded (i) an option to purchase 520 shares of common stock, to be issued fully vested and priced on the first day that the company’s next trading window opens and (ii) restricted stock units valued at $3,750 on the award date, which awards are based on the anticipated number of completed months of service leading up to the one-year anniversary date of the Company’s 2012 annual meeting of shareholders.

On September 27, 2013, the Board also accepted notice from Kalpana Raina that she will not stand for re-election as a director at the company’s upcoming annual meeting of shareholders, which is expected to be held on November 12, 2013. Her decision was not due to any disagreement with the company on any matter relating to RealNetworks’ operations, policies or practices. Ms. Raina is expected to remain on the board until the 2013 annual meeting.

Item 7.01. Regulation FD Disclosure.

RealNetworks’ press release dated October 2, 2013 is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Pursuant to the rules and regulations of the SEC, the attached exhibits are deemed to have been furnished to, but not filed with, the SEC.

Exhibit No.	Description
99.1	Press Release of RealNetworks, Inc. dated October 2, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REALNETWORKS, INC.
By:	/s/ Michael Parham
	Michael Parham
	Senior Vice President, General Counsel and Secretary

Dated: October 2, 2013

EXHIBIT INDEX

Exhibit No.
99.1	Press Release of RealNetworks, Inc. dated October 2, 2013.

EX-99.1

Exhibit 99.1

RealNetworks Appoints Dawn G. Lepore to Board of Directors

SEATTLE, October 2, 2013 -- RealNetworks, Inc. (Nasdaq: RNWK) today announced that Dawn G. Lepore has been appointed to the company’s board of directors.

“We are delighted to have Dawn join the board as we continue to revitalize RealNetworks,” said Rob Glaser, chairman and interim CEO of RealNetworks. “Dawn brings a rare combination of deep operational expertise, keen strategic insights, and a wealth of public company board experience to her appointment.”

Ms. Lepore currently serves on the boards of AOL and The TJX Companies, and recently stepped down from the board of eBay after 13 years of service. Ms. Lepore led e-commerce company drugstore.com, as its chairman and CEO, from October 2004 until its sale to Walgreens in 2011. Prior to that, during her 21-year tenure at Charles Schwab, Ms. Lepore held several senior leadership positions, including vice chairman and chief information officer. Ms. Lepore holds a Bachelor of Arts degree from Smith College.

“With deep roots in innovation in the digital media industry, RealNetworks has an impressive portfolio of products and technology,” said Ms. Lepore. “I look forward to working with the RealNetworks team at this pivotal time in its history.”

With Ms. Lepore’s appointment, the number of directors on RealNetworks’ board increases to eight; however, the company’s board size will be reduced to seven immediately following the 2013 annual meeting of shareholders. After 12 years of service, Kalpana Raina will be stepping down from the RealNetworks board in mid-November, at the end of her current term.

“On behalf of Real’s board, I want to express my sincere appreciation for Kalpana’s 12 years of service to RealNetworks,” Glaser said. “We are grateful to Kalpana for her dedication and professionalism, and we wish her the best in her future endeavors.”

About RealNetworks

RealNetworks creates innovative applications and services that make it easy for people to connect with and enjoy digital media. RealNetworks invented the streaming media category and continues to connect consumers with their digital media both directly and through partners, aiming to support every network, device, media type and social network. Find RealNetworks corporate information at www.realnetworks.com/about-us.

RealNetworks is a registered trademark of RealNetworks, Inc. All other trademarks, names of actual companies and products mentioned herein are the property of their respective owners.

Forward Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, including statements relating to plans for RealNetworks’ future operations, products and services. More information about potential risk factors that could affect RealNetworks’ business and financial results is included in RealNetworks’ annual report on Form 10-K for the most recent year ended December 31, and its quarterly reports on Form 10-Q and, from time to time, in other reports filed by RealNetworks with the Securities and Exchange Commission. Actual results may differ materially from estimates under different assumptions or conditions. RealNetworks assumes no obligation to update any forward-looking statements or information, which are in effect as of their respective dates.